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You can view full text of the latest Director's Report for the company.

BSE: 524164ISIN: INE485C01029INDUSTRY: Pharmaceuticals

BSE   ` 108.83   Open: 97.00   Today's Range 96.17
113.58
+11.85 (+ 10.89 %) Prev Close: 96.98 52 Week Range 64.10
126.60
Year End :2025-03 

The Board of Directors presents the 38th Annual Report of the Company on the business operations and performance of the Company along
with the audited financial statements for the year ended 31st March 2025.

1. Financial performance:

The summary of the financial performance of the Company for the Financial Year ended 31st March 2025, along with the comparative
figures for the previous year is provided herein below:

Standalone

Consolidated

Particulars

Year ended
31-Mar-2025

Year ended
31-Mar-2024

Year ended
31-Mar-2025

Year ended
31-Mar-2024

Total income

2101.61

2162.86

2101.62

2162.86

Profit before interest & depreciation

224.57

261.59

224.71

260.66

Interest

14.76

16.10

14.76

16.10

Profit before depreciation

209.81

245.49

209.95

244.56

Depreciation

71.92

62.85

71.99

62.91

Profit before exceptional items

137.89

182.64

137.96

181.65

Exceptional items

0

0

0

0

Profit before tax

137.89

182.64

137.96

181.65

Provision for tax (including deferred tax)

36.89

47.22

36.89

47.22

Profit after tax

101.00

135.42

101.07

134.43

During the year under review, your Company reported a
standalone operating revenue of H 2,079.21 crore, as against
H 2,132.79 crore in the previous year. The EBITDA for FY 2024-25
stood at H 224.57 crore, marginally lower than H 261.59 crore
in the previous year, primarily due to a decline in the selling
prices of finished goods.

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Management Discussion and Analysis
Report forms an integral part of this Integrated Annual
Report. It provides, inter alia, detailed information on the
Company's performance, its state of affairs and industrial
operations in India and abroad, significant developments, the
external environment, and the economic outlook during the
year under review.

During the year under review, there was no change in the
nature of the Company's business.

2. Dividend

For the financial year 2024-25, the Board of Directors declared
an interim dividend of H 4 per equity share of face value H 10
each, resulting in a total cash outflow of H 23.48 crore during
the year. The Board has considered this interim dividend
as the final dividend for the year. The dividend has been
recommended in accordance with the parameters laid down
in the Company's Dividend Distribution Policy.

In accordance with Regulation 43A of the SEBI Listing Regulations,
the Board of Directors has formulated and adopted a Dividend
Distribution Policy, which is available on the Company's website
at
https://www.iolcp.com/about-us/policies.

3. Transfer to reserves

The Board has decided to retain the entire amount of the profits
for the financial year 2024-25 in the profit and loss account. The
Board do not propose to transfer any amount to the reserves.

4. Fixed Deposits

The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and as
such no amount of principal or interest was outstanding as on
31st March 2025.

5. Share Capital

During the period under review, the Board of Directors
approved the sub-division (split) of the Company's equity
shares, whereby 1 (one) equity share of face value ^10.00
(Rupees Ten only) each, fully paid-up, was sub-divided into
5 (five) equity shares of face value ?2.00 (Rupees Two only)
each, fully paid-up.

Subsequently, the members of the Company, through a
resolution passed by postal ballot on 31st January 2025,
approved the said sub-division/split and the consequential
alteration to the Capital Clause of the Company's Memorandum
of Association.

Following the requisite approvals from the Stock Exchanges
(BSE and NSE) and the depositories (NSDL and CDSL), a new
ISIN - INE485C01029 was allotted. The change in the face value
of the shares was reflected in the share price on the Stock
Exchanges with effect from 11th March 2025, being the record
date for the sub-division/split.

The sub-division has made the Company's shares more
affordable and has broadened investor participation.

The capital structure of the Company as on 31st March
2025 is as follows:

• Authorised Share Capital: H 80,00,00,000/- comprising
40,00,00,000 equity shares of face value H 2/-
each, fully paid-up.

• Issued, Subscribed and Paid-up Share Capital:
H 58,70,55,020/- comprising 29,35,27,510 equity shares of
face value H 2/- each, fully paid-up.

6. Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies
Act,2013 ("the Act") read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and
amendments thereto, the amount of dividend remaining
unpaid or unclaimed for a period of seven years from
the due date is required to be transferred to the Investor
Education and Protection Fund ("IEPF"), constituted by the
Central Government.

During the year under review, no amount of unpaid/unclaimed
dividend was due for transfer to the Investors Education
protection Fund.

Members who have not encashed any dividend declared by the
Company, are advised to write to the Company immediately at
investor@iolcp.com

7. Subsidiary Companies

Details of subsidiaries / associates of your Company are
provided in notes to financial statements.

We have 3 subsidiaries as on 31st March 2025. Out of these
3 subsidiaries IOL Foundations is a Section 8 Company that
undertakes the CSR activities of the Company.

The consolidated financial statements of the Company and
its subsidiaries have been prepared in accordance with the
provisions of Section 129(3) of the Act, which forms part of the
Annual Report. A statement containing the salient features of
financial statements of the Company's subsidiaries, associates
& joint ventures in Form No. AOC-1 is annexed as
Annexure - 1
to this report.

Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial
statements along with relevant documents and separate
audited financial statements in respect of subsidiaries, are
available on the website of the Company at
www.iolcp.com

The company has neither a holding company nor an
associate company

8. Re-affirmation of External Credit Rating

During the year under review, the Credit Analysis & Research
Ltd (CARE) has reaffirmed the credit rating of the Company
for Long term Bank Facilities as '
CARE A ' (Single A plus;
Outlook: Stable)
and the credit rating for Short Term Bank
Facilities as
CARE A1 '(A One plus).

9. Expansion

During the year 2024-25, the Company commenced a new
Unit 11 for "
Paracetamol" production with installed capacity
of 10800 MTPA. The Company has enhanced the installed
capacity of Unit 5 for manufacturing "
Clopidogrel Bisulphate"
from 180 MTPA to 240 MTPA.

During the year 2024-25, The Company received the approval
from National Medical Products Administration (NMPA), China
for "Fenofibrate". The Company has got GMP Certificate issued
by Brazilian Health Regulatory Agency (ANVISA) for all the 10
APIs manufacturing Units situated at Barnala. Indian Chemical
Council (ICC) awarded Responsible Care® Logo to the Company

The European Directorate for the Quality of Medicines
& Health Care (EDQM) also granted Certificates of
Suitability for "Gabapentin", "Pantoprazole Sodium
Sesquihydrate’; "Allopurinol" "Valsartan" "Mesalazine" and
"Quetiapine Fumarate".

Further, in April 2025, The company has also secured additional
approval from Center for Drug Evaluation (CDE) of National
Medical Products Administration (NMPA), China for "Ibuprofen".

10. Directors and Key Managerial Personnel

As on 31st March 2025, the Company's Board comprises of
eight directors, out of which four are Independent Director
(including one woman Independent Director) and four are
executive directors.

During the year under review, Ms. Rajni Jha (DIN: 10818947)
was appointed as an Additional and Independent Director on
the Board of the Company for a period of three years with effect
from 28th October 2024. Her appointment as an Independent
Director was subsequently approved by the Members through
postal ballot on 12th December 2024.

Further, the Board of Directors, in its meeting held on 16th May
2025 re-appointed Mr. Vikas Gupta as Joint Managing Director
of the Company for a period of five years with effect from 29th
May 2025, based on the recommendation of the Nomination
and Remuneration Committee (NRC). The re-appointment of
Mr Vikas Gupta is subject to approval of the Members at the
ensuing Annual General Meeting (AGM).

In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Abhiraj
Gupta, Executive Director, is liable to retire by rotation at
the forthcoming AGM and, being eligible, offers himself for
re-appointment.

Dr. Sandhya Mehta, Independent Director, ceased to hold office
with effect from 21st August 2024 upon completion of her
tenure, in line with the provisions of the Companies Act, 2013
and SEBI Regulations. The Board places on record its sincere
appreciation and gratitude to Dr. Sandhya Mehta for her

invaluable contributions during her decade-long association
with the Company.

Mr. Vikas Vij resigned as Chief Executive Officer of the Company
due to personal reasons with effect from 30th September 2024.

The brief details of all the directors seeking appointment/
re-appointment at the ensuing Annual General Meeting are
provided in the explanatory statement to the notice calling the
38th Annual General Meeting.

During the year under review Mr Varinder Gupta, Managing
Director; Mr Kushal Kumar Rana, Director-Works(Whole-time
Director); Mr Vikas Gupta, Joint Managing Director (Whole-time
Director); Mr Abhiraj Gupta, Executive Director (Whole-time
Director); Mr Pardeep Kumar Khanna, Chief Financial Officer
(CFO); and Mr Abhay Raj Singh, Sr. Vice President & Company
Secretary continues to be the Key Managerial Personnel (KMP)
of the Company in accordance with the provisions of Section(s)
2(51) and Section 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

11. Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI
Listing Regulations, Company has formulated and adopted
Policy of Evaluation of Board (the "Board Evaluation Policy")
to formulate the procedures and to prescribe & lay down the

criteria to evaluate Board of Directors. The annual evaluation
is carried out by the Board of its own performance and that
of its committees and individual Directors by way of individual
and collective feedback from all the Directors. The Directors
expressed their satisfaction with the evaluation process. In
a separate meeting of independent directors, performance
of non-independent directors, the Board as a whole and
Chairman of the Company was evaluated, considering the
views of executive as well as non-executive directors. The
evaluation criteria are mainly based on the Guidance Note on
Board Evaluation issued by the SEBI.

12. Number of Meetings of the Board

During the year the Board met 6 times. The gap between any
2 two consecutive meetings was within the period prescribed
under the Companies Act, 2013 and Listing Regulations. The
details of meetings of the Board of Directors and its Committees
are provided in the Corporate Governance Report forming part
of this report.

13. Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Companies
Act, 2013 and in terms of Regulation 25 of the Listing
Regulations, a separate meeting of the Independent Directors
of the Company were convened on 26th March, 2025 to
review the matters as laid down in the aforesaid Schedule
and Regulations.

14. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

that such accounting policies as mentioned in Note

that in the preparation of the

annual financial

1 of the Notes to the Financial Statements have been

statements for the year ended

31 March

2025,

selected and applied consistently and judgement

the applicable accounting standards have

been

and estimates have been made that are reasonable

followed along with proper explanation
relating to material departures, if any;

and prudent so as to give a true and fair view of

the state of affairs of the Company as at the

a.

k end of the year and of the profit of the

Company for that year;

that systems to ensure

that proper and sufficient care has been

compliance with the provisions

taken for the maintenance of adequate

of all applicable laws were in

f.

c accounting records in accordance with

place and were adequate and

the provisions of the Companies Act,

operating effectively

*

2013 for safeguarding the assets of
the Company and for preventing and
» detecting fraud and other irregularities;

that proper internal financial
controls were in place and that the
financial controls were adequate and were

e.

that the annual financial

statements have been prepared
on a going concern basis;

operating effectively.

15. Declaration by Independent Directors

The Independent Directors of the Company have given
declarations under Section 149(7) of the Act, that they meet the
criteria of independence as laid down under Section 149(6) of
the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgement and without any external influence.

The Independent Directors of the Company have undertaken
requisite steps towards the inclusion of their names in the data
bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs, in terms of Section 150 read with
Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience and are persons of high
integrity and repute. They fulfil the conditions specified in the
Act as well as the Rules made thereunder and are independent
of the management and Company.

16. Nomination and Remuneration Policy

The Board, has on the recommendation of the Nomination
& Remuneration Committee, framed a Nomination and
Remuneration Policy ("Remuneration Policy"), which provides
process for selection and appointment of Directors, key
managerial personnel and Senior Management employees
including criteria for determining qualifications, positive
attributes, fixation of remuneration, independence of a
Director and other matters, as required under sub-section (3)
of Section 178 of the Act.

The Remuneration Policy is available on the Company's
website at
https://www.iolcp.com/uploads/Nomination-and-
Remuneration-Policy.pdf

17. Procedure for Nomination and Appointment of
Directors

The Nomination and Remuneration Committee ("NRC")
plays a pivotal role in shaping the composition of the Board
by developing competency frameworks aligned with the
Company's industry landscape and strategic objectives. In
doing so, the Committee undertakes a comprehensive analysis
of Board composition, grounded in a deep understanding of
the Company's strategic direction, business environment,
operational needs, financial health, and regulatory obligations.

To ensure the Board remains well-equipped to meet evolving
challenges, the NRC conducts periodic gap analyses. These
reviews are particularly emphasized during the appointment
or re-appointment of Directors. As part of this process, the NRC

assesses potential candidates against a clearly defined set of
required competencies, undertakes thorough due diligence,
and engages with shortlisted individuals prior to making
formal recommendations to the Board.

Your directors firmly believe that Board diversity is essential
for fostering robust governance, enhancing innovation,
and supporting effective decision-making. A diverse Board
brings varied perspectives and experiences that strengthens
leadership capability, supports long-term value creation,
and promotes an inclusive corporate culture. As such, Board
diversity is recognized as a strategic enabler of improved
organizational performance, enhanced innovation, and a
strong corporate reputation.

In accordance with Regulation 19(4) and 20(4), and Part D
of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has adopted a
formal
Policy on Diversity of the Board of Directors. This
policy underscores the Company's commitment to promoting
a balanced and inclusive Board structure and is available
on the Company's website at:
https://www.iolcp.com/
about-us/policies

Detailed information regarding the nomination and
appointment process of Directors, along with the list of core
skills, expertise, and competencies of the Board of Directors,
are provided in the Corporate Governance Report, which forms
part of the Annual Report.

18. Corporate Governance

The Company has complied with the requirements of the
Listing Regulations regarding corporate governance. A report
on the Company's Corporate Governance practices and the
Auditors' Certificate on compliance of mandatory requirements
thereof are given as an annexure to this Report and the same is
also available on the website of the Company at
https://www.
iolcp.com/investors

19. Management Discussion and Analysis

In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a Report on
Management Discussion and Analysis (MDA) forms part of
the Annual Report. The MDA provides detailed insights on
Company's business, financial performance, key achievements,
challenges etc.

20. Internal financial control systems and their
adequacy

The Company's internal control systems are commensurate
with the nature of its business, the size and complexity of its
operations and such internal financial controls with reference
to the Financial Statements are adequate including adherence
to the Company's policies, safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness
of the accounting records and timely preparation of reliable
financial disclosures.

Effectiveness of internal financial controls is ensured through
management reviews, controlled self-assessment and
Independent Auditors. Refer para on Internal Control Systems
and their Adequacy in MD&A for additional details.

21. Risk Management

The Risk Management Committee ('RMC') is constituted
to frame, implement and monitor the Enterprise Risk
Management ('ERM') Framework of the Company, while Board
takes responsibility for the overall process of risk management
throughout the organisation. Through an ERM programme,
our business units and corporate functions address risks
by adopting an institutionalized approach aligned to our
objectives. The Business risk is managed through cross¬
functional involvement and communication across businesses.

RMC reviews on a regular interval monitor and reviews the
ERM framework of the Company to assess and manage
various existing risk and to identify new risks and prepare
mitigation plan.

The Audit Committee also has an additional oversight in the
area of financial risks and controls.

A detailed note on Risk Management has been provided in
the Management Discussion and Analysis Report, which forms
part of this report.

22. Related Party Transactions

There was no material transaction entered with any related
party during the year under review. Further, no transaction
with related party falls under the ambit of Section 188(1) of the
companies Act, 2013. Accordingly, the disclosures of related
party transactions as required under Section 134(3)(h) of the
Companies Act 2013 read with Rule 8(2) of the Companies
(Accounts) Rules,2014 in Form No. AOC-2 is not applicable to
the Company for the financial year 2024-25 and hence does
not form part of this report.

All related party transactions were approved by the Audit
Committee and Board and periodically reviewed by the Audit
Committee. The details of the related party transaction during
financial year 2024-25 are provided in the accompanying
financial statements.

Pursuant to the provisions of the Companies Act 2013 and
SEBI Listing Regulations 2015, the Company has formulated
a Policy on Materiality of and Dealing with Related Party
Transactions and the same is available on the Company's
website
www.iolcp.com.

23. Corporate Social Responsibility (CSR)

The Board has constituted a Corporate Social Responsibility
Committee ('CSR Committee'). The Company has in place a
Corporate Social Responsibility Committee ('CSR Committee')

in terms of the requirements of section 135 of the Companies
Act, 2013 read with the rules made thereunder.

A brief note regarding the Company's initiatives with respect
to CSR and the composition of the CSR Committee and the
Annual Report on the Corporate Social Responsibility (CSR)
initiatives undertaken by the Company during the year under
review are set out in
Annexure - 2 of this report in the format
prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The CSR Policy is available on Company's
website:
https://www.iolcp.com/about-us/policies

24. Research and Development

The Company remains steadfast in its commitment to research
and development—an essential pillar of its mission to deliver
innovative solutions that protect and enhance human lives
globally. Our R&D initiatives are strategically aligned to
develop safe, effective, and differentiated products that meet
market demands and comply with global regulatory standards.

During the year, our sustained R&D efforts led to
several key milestones

• Approval of two Certificates of Suitability (CEPs) for
Quetiapine and Mesalamine.

• Approval of a US Drug Master File (US-DMF)
for Fenofibrate.

• Seven new regulatory filings, comprising:

• 2 CEP submissions,

• 2 filings with the Korean regulatory authority,

• 1 filing each with the regulatory agencies of Brazil,
China, and Canada.

• Three API molecules successfully completed commercial
validation during the year.

• Two API molecules are at Pilot scale validation
during this year.

To enhance our analytical proficiency and deepen
understanding of API characteristics, we have strengthened
our laboratory infrastructure with the installation of
advanced equipment:

• High-Resolution Microscope - for in-depth morphological
analysis of API particles

• Micromeritics Surface Area Analyzer - for

accurate measurement of specific surface area,
essential for controlling particle behaviour and
formulation performance

These enhancements support robust quality control, facilitate
regulatory compliance, and contribute to high-precision
product development.

These achievements underscore our continued emphasis on
innovation, regulatory compliance, and expanding our global
footprint in the pharmaceutical space.

25. Audit Committee

The Composition and role of the Committee has been provided
in the Corporate Governance Report annexed with the report.

26. Statutory Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Rules framed thereunder, M/s Ashwani &
Associates, Chartered Accountants, Ludhiana, Registration
No:000497N were appointed as statutory auditors of the
Company from conclusion of 36th Annual General Meeting of
the Company held on 10th August 2023 till the conclusion of
the 41st Annual General Meeting to be held in the year 2028.

The report of the Statutory Auditors forms part of this Report
and Annual Accounts 2024-25. The said report does not contain
any qualification, reservation, adverse remark or disclaimer.
During the year under review, the Auditors did not report any
matter under Section 143(12) of the Act, therefore no detail is
required to be disclosed under Section 134(3)(ca)of the Act.

27. Secretarial Auditors and Audit Report

The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024 notified vide SEBI circular No. SEBI/LAD-
NRO/GN/2024/218 inter-alia prescribes detailed norms for
the appointment, re-appointment, and removal of Secretarial
Auditors in listed entities and its material Indian subsidiaries.

Accordingly, in accordance with the Regulation 24A(1)(b) of
the SEBI Listing Regulations 2015, as amended by SEBI (Listing
Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024, the Board of Directors of the Company at
its meeting held on 16th May 2025 considered the matter of
appointment of the Secretarial Auditor and have approved and
proposed to the members for their approval at the this (AGM),
appointment of M/s B. K. Gupta & Associates, as the Secretarial
Auditors of the Company for a term of five consecutive years
from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the FY 2024-25, issued by the
Secretarial Auditor M/s B. K. Gupta & Associates, practicing
Company Secretary is annexed herewith as
Annexure - 3 and
forms an integral part of this Report.

The Secretarial Audit Report is self-explanatory and does
not call for any comments. The Report does not contain any
qualifications, reservations, adverse remarks, or disclaimers,
except for the following observations:

• Delay in filling the vacancy of the Woman Independent
Director within the prescribed timeline, in accordance with
Regulation 17(1E) of the SEBI (LODR) Regulations, 2015.

• Non-compliance with the composition requirements of
the Nomination and Remuneration Committee under
Regulation 19 of the SEBI (LODR) Regulations, 2015.

The Board acknowledges the delay in appointment of a
Woman Independent Director, to fill the vacancy caused
due to retirement of Dr Sandhya Mehta during the year. The
Company made every effort to fill the vacancy, as the Board
determined that an expert is required for the role, however,
given the specific matrix of skills, expertise, and competencies
as identified by the Board for each director, alongside the need
for specialized qualifications and experience, it took longer
than anticipated to identify and finalize the ideal candidate. The
management remains fully committed to ensuring adherence
to both the letter and spirit of applicable laws and regulations.

Further, the Secretarial Auditors have not reported any matter
under Section 143(12) of the Companies Act, 2013. Accordingly,
no disclosure is required under Section 134(3)(ca) of the Act.

28. Secretarial Standards

The Company has proper system in place to ensure the
due compliance with the provisions of the applicable
secretarial standards issued by the Institute of the Company
Secretaries of India.

29. Cost Records & Cost Auditors

In accordance with Section 148 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, the Company
maintains cost records as required, and a Cost Accountant
conducts the audit of these records.

The Board of Directors, based on the recommendation of
the Audit Committee, has approved the appointment of M/s.
Ramanath Iyer & Co., Cost Accountants, New Delhi, as the Cost
Auditors of the Company for the financial year 2025-26 at a
remuneration of H1,81,500/- plus applicable taxes and out-of¬
pocket expenses in connection with the cost audit.

Further, pursuant to the provisions of Section 148(3) and other
applicable provisions, if any, of the Companies Act, 2013 read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014,
the remuneration of Cost Auditors as approved by the Board is
required to be ratified by the shareholders of the Company and
therefore, the same is included in the ensuing AGM notice for
the ratification of the shareholders.

The Cost Audit Report for the financial year ended 31st March
2024, provided by the Cost Auditor, does not contain any
qualification or adverse remarks that require any clarification
or explanation.

30. Particulars of managerial remuneration and
related disclosures

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of

the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in
Annexure-4.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, a statement showing the names and other
particulars of the employees drawing remuneration in excess
of the limits set out in the said rules are provided in the Annual
Report, which forms part of this Report.

31. CEO & CFO Certification

The Managing Director and CFO of the Company have certified
to the Board of Directors, inter-alia, the accuracy of financial
statements and adequacy of internal controls for the financial
reporting as required under Regulation 17(8) of the Listing
Regulations for the Financial Year 2024-25, which forms part
of this Report.

32. Annual Return

In terms of Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,2014, the
Annual Return of your Company is available on the website
of your Company at the web-link
https://www.iolcp.com/
investors/annual-returns

33. Loan, guarantees or investment under Section
186 of the Companies Act, 2013

The particulars of loans, guarantees and investments have
been provided in the notes of the financial statements.

34. Material Changes and Commitments

There have been no material changes and commitments
affecting the financial position of the Company which occurred
between the end of the Financial Year of the Company as on
31st March 2025 and the date of this report.

35. Significant and Material Orders impacting
Operations of Company in Future

There are no significant or material orders that have been
passed by any Regulators/Court or Tribunals impacting the
going concern status and future operations of your company.

36. Reporting of Frauds

There have been no instances of fraud reported by the
Statutory Auditors of the Company under Section 143(12) of
the Companies Act, 2013 and the Rules framed thereunder
either to the Company or to the Central Government.

37. Industrial Relations

Industrial relations remained cordial and harmonious
throughout the year under review.

38. Safety, Health and Environment

The Company is committed to continuously raise awareness
of supply chain members to comply with applicable laws
and regulations related to labour and employment, including
gender diversity, human rights, child labour,wages, working
hours, bribery & corruption, occupational health, safety and
environment. IOL Responsible Sourcing Standard enshrines
the Company's unwavering focus on fair treatment, human
rights, good labour practices, environmental conservation,
health and safety.Safety is Company's top priority with regard
to employment and it is encouraging safety measures at all
levels of operations especially at the floor level. Regular training
programmes are being conducted to bring in awareness of
safety at workplace.

39. Prevention of Sexual Harassment Policy

As per the requirement of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal)Act,
2013 ("POSH"), the Company has a policy which is available
on its website at
https://www.iolcp.com/about-us/policies and
robust mechanism in place to redress complaints reported
under it. The Company has complied with provisions relating
to the constitution of Internal Committee under POSH. The
Internal Committee is comprised of internal members and an
external member who has extensive experience in the field. No
complaints have been received during the year 2024-25.

40. Vigil Mechanism

In pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established.
The Vigil Mechanism Policy can be accessed at company's
website:
www.iolcp.com

41. Business Responsibility and Sustainability
Report

In terms of Regulation 34(2)f of the Listing Regulations, the
Business Responsibility and Sustainability Report (BRSR) of your
Company detailing initiatives undertaken by the Company on
environmental, social and governance front during the year
under review, forms part of this Annual Report and is also
available on the website of the Company at
www.iolcp.com

42. Energy Conservation / Technology Absorption
and Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis
in the Company. A statement giving details of conservation of
energy, technology absorption, foreign exchange earnings

and outgo, in accordance with Section 134 of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is annexed hereto as
Annexure - 5 and forms
part of the Report.

43. Integrated Reporting

The Company is complying with the applicable requirements
of the Integrated Reporting Framework. The Integrated

Report tracks the sustainability performance of the
organization and its interconnectedness with the financial
performance, showcasing how the Company is adding value
to its stakeholders. The Integrated Report forms a part of this
Integrated Annual report.

44. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these
items during the year under review:

1.

2.

3.

4.

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The Company does not have

Issue of equity shares

any scheme of provision of

Neither the Managing Director

with differential

Change in the nature of

money for the purchase of

nor the Whole-time Directors

rights as to dividend,

business of the Company.

its own shares by employees

of the Company receive any

voting or otherwise.

or by trustees for the

remuneration or commission

benefit of employees.

from any of its subsidiaries.

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5.

6.

7.

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No significant or material

orders were passed by the

There are no proceedings

Regulators or Courts or

No fraud has been reported

There has been no one time

admitted against

Tribunals which impact

by the Auditors to the Audit

settlement of loans with any

the Company under

the going concern

Committee or the Board.

bank or financial institution.

the Insolvency and

status and Company's

Bankruptcy Code, 2016.

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operations in future.

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45. Acknowledgement

The Directors wish to place on record their sincere appreciation
for the continued support extended to the Company by its
investors, bankers, central and state government departments,
customers, and suppliers.

The Board also acknowledges and deeply appreciates the
dedication, commitment, and hard work of employees at all
levels, whose unwavering efforts have been instrumental in
driving the Company's sustained growth.

Further, the Board expresses its heartfelt gratitude to you, our
esteemed shareholders, for the trust and confidence you have
reposed in the management of the Company.

For and on behalf of the Board

Sd/- Sd/-

Varinder Gupta Rajender Mohan Malla

Place: Ludhiana Managing Director Chairman

Dated :16th May 2025 DIN-00044068 DIN-00136657